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RNS Number : 4622P
Panoply Holdings PLC (The)
10 June 2020
10 June 2020
The Panoply Holdings PLC
("The Panoply", or the "Group")
Acquisition of Arthurly
Advancing the Group 's technical capabilities
The Panoply Holdings PLC, the technology-enabled services group
focused on digital transformation, announces the acquisition of the
entire issued share capital of Arthurly Ltd. ("Arthurly") (the
"Acquisition").
Highlights
-- Acquisition of Arthurly , a technology services business with
particular strength in the Microsoft Technology Stack
-- Arthurly has won and delivered a number of projects alongside
Notbinary (a business within the Group) over the last six
months
-- Consideration of GBP412,000, of which GBP150,000 is to be
paid from existing cash resources and the remainder to be settled
by the allotment and issue of 365,853 shares in The Panoply
-- Acquisition is expected to be immediately margin and earning enhancing to Notbinary
Neal Gandhi, Chief Executive Officer of The Panoply, said:
"Arthurly have been working with Notbinary for several months to
support bids and to deliver on some of our most important public
sector clients. Bringing them into the group adds to our depth of
capabilities in hyperscale cloud projects, in particular giving us
greater strength on the Microsoft stack.
Like many smaller companies, Arthurly sees the opportunity to
maximise the value of their capabilities through being part of a
larger group. They are trusted by numerous large client
organisations to deliver smaller projects but have been unable to
secure larger contracts due to their size. By becoming a wholly
integrated part of Notbinary, we expect to see the team at Arthurly
being able to move up the value chain to fuel further growth .
Our clients continue to entrust us during a period of major
change and that in turn gives us the confidence to continue to
invest in our growth and complete this acquisition at this
time."
Background
Arthurly has been working in partnership with Notbinary, one of
the existing Group companies, over the last six months. Together
they have won and delivered a number of projects, including work
with The Department for Business, Energy and Industrial Strategy
(BEIS), UK Export Finance (UKEF), North East London Commissioning
Alliance (NELCA), North Bristol Health Trust (NBT), British Red
Cross (BRC), Camden Borough Council and a number of other data
intensive government agencies. Arthurly has been working alongside
Notbinary on these projects to provide design, development and
engineering services to The Panoply clients, building software and
data products, services and solutions on the large cloud vendor
platforms, Microsoft Azure, Google Cloud Platform (GCP) and Amazon
Web Services (AWS).
Arthurly is debt free, cash generative and has delivered circa
GBP300,000 (unaudited) of revenue in the last seven months from
external contracts not connected with The Panoply. For the year
ended 30 September 2019, Arthurly generated revenues of GBP189,308
(unaudited) and operating profit of GBP48,918 (unaudited). Had
Arthurly been part of the Group over the last six months, it would
have added GBP87,000 (unaudited) of margin improvement on Notbinary
contracts and is expected to be earnings enhancing with immediate
effect.
The Panoply is paying a purchase price of GBP 412,000 for the
Acquisition on a cash free debt free basis, to be satisfied through
the payment of GBP150,000 in cash and the issue of 365,853 shares
(the "Consideration Shares"). GBP100,000 worth of the shares are
subject to claw back in the event of underperformance in accordance
with the Group's acquisition formula. Further consideration may be
payable based on revenue generated for the 16 months to 30
September 2021. Any such additional consideration shall be
calculated following the agreement of the relevant revenue
calculations and publication of the Group's results relating to the
financial period ending on 30 September 2021 and shall be payable
by the allotment and issue of shares in The Panoply. The number of
such shares to be allotted and issued shall be calculated by
dividing the deferred consideration payable by a price per share in
The Panoply which is the greater of 82 pence and the
volume-weighted average mid-market price (VWAP) over the 30
business days prior to the relevant issue date. Any shares in The
Panoply which are allotted and issued as part of the deferred
consideration will be allotted and issued in 4 tranches at
six-month intervals.
All of the Consideration Shares and any further shares issued by
way of deferred consideration shall be subject to customary lock-in
and orderly market arrangements.
The maximum total consideration is capped at GBP1.5m.
I n addition to the above consideration the shareholders of
Arthurly will receive the available cash on Arthurly's balance
sheet at completion which is expected to be approximately
GBP195,000.
Following the completion of the Arthurly acquisition The Panoply
will operate 10 consulting businesses, providing clients with a
comprehensive digital transformational service offering. Circa 70%
of pro forma revenues will continue to come from public
services.
Stuart Arthur, CTO and Founder of Arthurly, said:
" There is excellent alignment of the core mission and values of
The Panoply and Arthurly, and through our well established
relationship with Notbinary, we have been able to provide solutions
to clients that drive change and have a positive impact.
"Becoming part of the Group is a natural progression for
Arthurly and will enable us to deliver on a much larger scale with
additional support to expand our growing client base. We are
excited to be part of something special and can't wait to get
started."
Admission and total voting rights
An application will be made for the admission of the
Consideration Shares to trading on AIM which is expected to take
place on or around 16 June 2020. Following this issue, the
Company's issued share capital will comprise 55,418,120 Ordinary
Shares and this is the total number of voting rights in the
Company. There are no shares held in treasury.
This figure may be used by shareholders as the denominator for
the calculation by which they may determine if they are required to
notify their interest in, or change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
Enquiries:
The Panoply Holdings
Neal Gandhi (CEO) Via Alma PR
Oliver Rigby (CFO)
Stifel Nicolaus Europe Limited +44 (0)207 710 7600
(Nomad and Broker)
Fred Walsh
Alex Price
Alma PR panoply@almapr.co.uk
(Financial PR) +44(0)203 405 0209
Susie Hudson
Josh Royston
Harriet Jackson
About The Panoply
The Panoply is a digitally native technology services company,
built to service clients' digital transformation needs. Founded in
2016, with the aim of identifying and acquiring best-of-breed
specialist information technology, design and innovation consulting
businesses across Europe, the Group collaborates with its clients
to deliver the technology outcomes they're looking for at the pace
that they expect and demand.
More information is available at www.thepanoply.com
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contact rns@lseg.com or visit www.rns.com.
END
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